HomeMy WebLinkAboutContract 55938-R3CSC No. 55938-R3
CITY OF FORT WORTH
CONTRACT RENEWAL NOTICE
May 2, 2024
HSQ Tech Inc.
Attn: Gustavo Jimenez
26227 Research Road Hayward,
California 94545-3725
Re: Contract Renewal Notice — 3rd Renewal
Contract CSC No. 55938 (the "Contract")
Renewal Term No. 3: July 1, 2024 to June 30, 2025
The above referenced contract with the City of Fort Worth, expires on June 30, 2024 (the
"Expiration Date"). Pursuant to the terms Contract, the Contract may be renewed by the mutual
consent of the parties for up to four (4) one-year renewal terms. This letter will memorialize the
collective desire of the parties to renew the Contract for its 3rd renewal term inclusive of
amendment # 1, which will begin immediately after the Expiration Date. All other terms and
conditions of the contract remain unchanged.
Please sign in the space indicated below and return this document, along with a copy of your
current insurance certificate, to the undersigned.
Please log onto PeopleSoft Purchasing at http://fortworthtexas.l?ov/purchasing to ensure
that your company information is correct and up-to-date.
If you have any questions concerning this Contract Renewal Notice, please contact me at
the telephone number listed below.
Sincerely,
Ulm
Contras S rvices Administrator
(817) 392-8411
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Contract Renewal Pagel of Z
ACCEPTED AND AGREED:
CITY OF FORT WORTH
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
7�C4—
of this contract, including ensuring all
By:
performance and reporting requirements.
Name: Fernando Costa
Title: Assistant City Manager
Date:
By:
Name: Patty Jean WUgon
APPROVAL RECOMMENDED:
Title: Contract Services Administrator
APPROVED AS TO FORM AND LEGALITY:
By:
Chris Harder (May 7, 202411:40 CDT)
Name:
Christopher Harder,
P.E.
Title:
Water Department Director
By:
Name: Taylor Paris
ATTEST:
4 nn�
� of FOR>4&
Title: Assistant City Attorney II
�o
ono o=o
AUTHORIZATION:
Cana oEXAsa4p
M&C: 21-0464
By:
Date Approved: June 22, 2021
Name:
Jannette S. Goodall
Title:
City Secretary
Form 1295 Certification No: 2019-535032
CONTRACTOR:
HSQ Tech Inc.
By:
Name: Gustavo /menez
Title: Vice President/Chief Operations
Of f icer (COO)
05/02/24
Date:
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Contract Renewal Page 2 of 2
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 06/22/21 M&C FILE NUMBER: M&C 21-0464
LOG NAME: 60HSQ TECHNOLOGY
SUBJECT
(ALL) Authorize an Agreement with HSQ Technology, A Corporation, to Provide Original Equipment Manufacturer Replacement Parts, Equipment,
Repairs, Professional Services, and Maintenance Services for the Miser Supervisory Control and Data Acquisition System for the Water
Department in the Annual Amount of $160,000.00
RECOMMENDATION:
It is recommended that the City Council authorize an Agreement with HSQ Technology, A Corporation, to provide original equipment
manufacturer replacement parts, equipment, repairs, professional services and maintenance services for the Miser Supervisory Control and Data
Acquisition System for the Water Department in the annual amount of $150,000,00.
DISCUSSION:
The Water Department will use this agreement with HSQ Technology, A Corporation to purchase replacement parts, equipment, repairs,
professional services, and maintenance and support for the existing Supervisory Control and Data Acquisition (SCADA) System used in water
production plants and the distribution system. HSQ Technology, A Corporation is the documented sole source provider and manufacturer of the
hardware and software for the SCADA System.
No guarantee was made that a specific amount of goods will be purchased. The Water Department anticipates spending $150,000.00 during this
agreement period.
AGREEMENT TERMS — Upon City Council's approval, this agreement shall begin on July 1, 2021 and expire June 30, 2022.
RENEWAL OPTIONS - This agreement may be renewed for up to four (4) additional one-year terms at the City's option. This action does not
require specific City Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligation during this
renewal term.
BID ADVERTISEMEMT - This procurement is exempt from the competitive bidding requirements as provided under Section 252.022(7)(A) of the
Texas Local Government Code because HSQ Technology is the sole provider and distributor of Original Equipment Manufacturer (OEM)
replacement parts, equipment, repairs, professional services and maintenance services for the Miser Supervisory Control and Data Acquisition
(SCADA) System.
ADMININSTRATiVE CHANGE ORDER - An administrative increase or change order may be made by the City Manager up to the amount allowed
by relevant law and the Fort Worth City Code and does not require specific City Council approval as long as sufficient funds have been
appropriated.
DVIN - A waiver of the goal for Business Equity subcontracting requirements was requested, and approved by the DVIN, in accordance with the
applicable Ordinance, because the waiver request is based on the sole source information provided.
The project is located in ALL COUNCIL DISTRICTS.
FISCAL INFORMATION / CERTIFICATION:,
The Director of Finance certifies that funds are available in the current operating budget, as previously appropriated, in the Water & Sewer Fund to
support the approval of the above recommendation and execution of the purchase agreement. Prior to any expenditure being incurred, the Water
Department has the responsibility to validate the availability of funds.
Submitted for City Manager's Office bv:, Dana Burghdoff 8018
Oriainatind Business Unit Head:,
Additional Information Contact:,
Expedited
Chris Harder 5020
Patty Wilson 8411
Heather Oakes 8252
CERTIFICATE OF INTERESTED PARTIES
r-oRlvl 1295
J hl 1
Complete Nos. 1- 4 and 6 it there are interested parties. OFFICE USE ONLY
Complete Nos. 1, 2, 3, 5, and 6 it there are no interested parties, CERTIFICATION OF FILING
1 Name of business entity filing form, and the city, state and country of the business entity's place Certificate Number:
of business. 2019-535032
HSQ Technology
Hayward, CA United Slates Date Filed:
2 Name of govornmantal ontity or stain agency that Is a party to the contract for which the form is 08/30/2019
being filed.
City of Dallas Date Acknowledged:
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a
description of the services, goods, or other property to be provided under the contract.
DWU-2019-00010795
SCADA Repair, Parts & Software Support
4 Nature of interest
Name of Interested Party City, State, Country (place of business) (check applicable)
Controlling Intermediary
HSQ Technology Hayward, CA United States X
5 Check only if there is NO Interested Party,
6 UNSWORN DECLARATION
My name is Gustavo Jimenez
My address is 56 Brian Court
(streal)
nI,Q) <« ,:z�
Executed in
Forms provided by Texas Ethics Commission
❑�
and my dale of birlh is JUiy 17, 1966
San Ramon CA 94583-4007 USA
((Aly) (sla(e) (zip code) (count(y)
nic'�nd correct.
Nuo S
Signa urn_ nttnulh�ier:d nge{rl of rnnlrarlin(t hu iness entity
% ,(Derltuin`)
www.ethics.state.lxmu ,/ -� Version V1.1..39=39c
CALIFORNIA JURAT WITH AFFIANT STATEMENT GOVERNMENT CODE § 8202
U See Attached Document (Notary to cross out lines 1-6 below)
❑ See Statement Below (Lines 1-6 to be completed only by document signer[s], not Notary)
Signature of Document Signer No. 1 Signature of Document Signer No, 2 (it any)
A notary public or other officer completing this certificate verifies only the Identity of the individual who signed the
document to which this certificate Is attached, and not the truthfulness, accuracy, or validity of that document.
State of California Subscribed and sworn to (or affirmed) before me
County of Alaauaaa
on this 25th day of May 2021
by Date Month Year
(1) Gustavo Jimenez
*my
KAREN SANTOS
Notary Puhllc • CaliforniaAlameda County
Commission k 2338921
Comm, Expiroi Dec 26. 2024
Seal
Place Notary Seal Above
(and (2)
Name(s) of Signer(s)
proved to me on the basis of satisfactory evidence
to be the person(s) who appeared before me.
Signature
Signature of Notary Public
OPTIONAL
Though this section is optional, completing this information can deter alteration of the document or
fraudulent reattachment of this form to an unintended document.
Description of Attached Document
Title or Type of Document: Certificate of Interested Parties Document Date: N/A
Number of Pages: One Signer(s) Other Than Named Above: N/A
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CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ
For vendor doing business with local governmental entity
This questionnaire reflects changes made to the law by N.S. 23, 84th Leg., Regular Session. OFFICE USE ONLY
This questionnaire is being filed In accordance with Chapter 176, Local Government Code, by a vendor who Date Received
has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the
vendor meets requirements under Section 176.006(a).
By law this questionnaire must be filed with the records administrator of the local governmental entity not later
than the 7th business day after the date the vendor becomes aware of facts that require the statement to be
filed. See Section 176.006(a-1), Local Government Code. '
A vendor commits an offense if the vendor knowingly violates Section 176.006. Local Government Code. An
offense under this section is a misdemeanor.
J Name of vendor who has a business relationship with local governmental entity.
HSQ TECHNOLOGY
J
Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated
completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which
you became aware that the originally filed questionnaire was incomplete or inaccurate.)
J Name of local government officer about whom the information is being disclosed.
Patty Jean Wilson
Name of Officer
J Describe each employment or other business relationship with the local government officer, or a family member of the
officer, as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer.
Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form
CIO as necessary.
None
A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income,
other than investment income, from the vendor?
M Yes ERNo
B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction
of the local government officer or a family member of the officer AND the taxable income is not received from the
local governmental entity?
Yes � No
J Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or
other business entity with respect to which the local government officer serves as an officer or director, or holds an
ownership interest of one percent or more.
N/A
J
Check this box if the vendor has given the local government officer or a family member of the officer one or more gifts
as described in Section 176.003(a)(2)(B), excluding gifts described in Section 176.003(a-1).
J
05/25/21
Signature of dor doing usi ess with the governmental entity Date
Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/3o/2o15
CSC No. 55938-A1
AMENDMENT NO. 1
TO
CITY OF FORT WORTH CONTRACT 55938
This Amendment is entered into by and between the City of Fort Worth (hereafter
"Buyer"), a home rule municipality, with its principal place of business at 200 Texas Street, Fort
Worth, Texas, and IISQ Technology, a California corporation, Buyer and Vendor may be
referred to individually as a Party and collectively as the Parties.
WHEREAS, on June 30, 2021, the Patties entered into City Secretary Contract 55938 to
provide Original Equipment Manufacturer (OEM) replacement parts, equipment, repairs,
professional services and maintenance services for the Miser Supervisory Control and Data
Acquisition System for the Water Department ("Agreement/Contract");
WHEREAS, the Parties wish to amend the Agreement to include an additional Fifty
Thousand Dollars ($50,000.00) cost required for additional original equipment manufacturer
(OEM) replacement parts, equipment, repairs, professional services and maintenance services for
the Miser Supervisory Control and Data Acquisition System, bringing the annual spending
authority to Two Hundred Thousand Dollars ($200,000.00).
NOW, THEREFORE, the Parties, acting herein by the through their duly authorized
representatives, enter into the following agreement:
I.
AMENDMENTS
Section 3, entitled "Compensation" of the Agreement is hereby amended to read as follows:
"Compensation. City shall pay Vendor an amount not to exceed $200,000.00 in accordance
with the provisions of this Agreement and Exhibit "B," Payment Schedule, which is attached
hereto and incorporated herein for all purposes. For each renewal term, the City shall pay the
amount on the quote provided by Vendor which shall then be attached to the City's renewal form.
Vendor shall not perform any additional services for City not specified by this Agreement unless
City requests and approves in writing the additional costs for such services. City shall not be liable
for any additional expenses of Vendor not specified by this Agreement unless City first approves
such expenses in writing. City agrees to pay all invoices of Vendor within thirty days of receipt of
such invoice.
2.
ALL OTHER TERMS SHALL REMAIN THE SAME
All other provisions of the Agreement which are not expressly amended herein shall
remain in full force and effect.
3.
ELECTRONIC SIGNATURE
This Amendment may be executed in multiple counterparts, each of which shall be
an original and all of which shall constitute one and the same instrument. A facsimile copy
or computer image, such as a PDF or tiff image, or a signature, shall be treated as and shall
have the same effect as anoriginal.
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
By: Dana Burvhdoff II,. r fS, 202�..5:n^, CST)
Name: Dana Burghdoff
Title: Assistant City Manager
Date:
APPROVAL RECOMMENDED:
chrlsI-onher harder
By: Cluistopher Harder(Mar 8,2022 MA7 CST)
Name: Christopher Harder
Title: Water Department Director
ATTEST:
74' n"KP s, J,aw?aa
By: J.nncltc S. Goodall Il.tar ID. 202211:46 CST;
Name: Jannette S. Goodall
Title: City Secretary
VENDOR:
By:
Name: Vtavo Ji e z
Title: Director of rojects & Operations
Date: 03/08/2022
CONTRACT COMPLL4NCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all
performance and reporting requirements.
By: - ~1
Name: 4 Jean Wilson
Title: Contract Services Administrator
APPROVED AS TO FORM AND LEGALITY:
: B / f �ILG
Y
Name: Taylor Paris
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: 21-0464
1295: 2019-535032
CSC No. 55938-CAl
CITY OF FORT WORTH
ASSIGNMENT
For value, received HSQ Technology, A Corporation ("Assignor"), hereby assigns to
HSQ Tech Inc. ("Assignee"), all of its right, title and interest in and to any and all sums of
money now due or to become due from the City of Fort North to Assignor under PSK
19634/CSCO 55938 (the "Contracts") and Assignee agrees to assume and perform all duties and
obligations required by Assignor under the terms of the Contracts.
This Assignment constitutes the entire agreement between Assignor and Assignee with
respect to the subject matter hereof. No modification of any provision of this Assignment shall
be effective unless in writing and signed by Assignor and Assignee. This Assignment shall inure
to the benefit of and be binding upon Assignor and Assignee and their respective successors and
assigns. This Assignment shall be governed by the terms of the original Contracts between
Assignor and various other entities and the City of Fort North and the laws of the State of Texas,
without application of principles of conflicts of law.
This Assignment may be executed in one or more counterparts each of which shall be
deemed an original but all of which together shall constitute one and the same instrument.
Signed signature pages may be transmitted by facsimile or e-mail, and any such signature shall
have the same legal effect as an original.
Dated the 311st day of August 2023.
HSQ Technology, A Corporation
(Assignor) /
Print: Gene 3. Cellini
�/
Title: Senior Vice President
HSQ Tech Inc.
(Assignee)
Print: Gustavo Jimenez
Title: Chief Operations Officer
16]JI[y/c1q:4= K61V■7
Assignment
CITY SECRETARY
FT. WORTH, TX
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189
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A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
State of California
County of Alameda
On August 31, 2023 before me, Karen Santos, Notary Public
Date Here Insert Name and Title of the Officer
personally appeared Gustavo Jimenez
Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s),
or the entity upon behalf of which the person(s) acted, executed the instrument.
*notary PUbdc - California
-.,_`=My
Alameda CountyCommission i 2336921
Comm, Expires Dec 26, 2024
Place Notary Seal Above
I certify under PENALTY OF PERJURY under the laws
of the State of California that the foregoing paragraph
is true and correct.
WITNESS my hand and official seal.
Signature '[�i3�`.
Signature of Notary Public
OPTIONAL
Though this section is optional, completing this information can deter alteration of the document or
fraudulent reattachment of this form to an unintended document.
Description of Attached Document
Title or Type of Document: Citv of Fort worth Assiqnment Document Date: Auqust 31, 2023
Number of Pages: one Signer(s) Other Than Named Above: Gene J. Celiini
Capacity(ies) Claimed by Signer(s)
Signer's Name:
® Corporate Officer — Title(s): Chrief ogeralions Officer
❑ Partner — ❑ Limited ❑ General
❑ Individual ❑ Attorney in Fact
❑ Trustee ❑ Guardian or Conservator
❑ Other:
Signer Is Representing: Hso Tech Inc.
Signer's Name:
❑ Corporate Officer — Title(s):
❑ Partner — ❑ Limited ❑ General
❑ Individual ❑ Attomey in Fact
❑ Trustee ❑ Guardian or Conservator
❑ Other: _
Signer Is Representing:
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02014 National Notary Association • www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907
NOTARY ACKNOWLEDGEMENT
On the 31st day of AugusL _ 2023, personally appeared
GEFjtS -C1L t%% , %vho acknowledged to me that (s)he is the Senior Vice President r of HSQ
Technology Corp ("Assignor'), and that (s)he executed this document for the purposes and
consideration contained herein.
IISQ Technolo A Corporatio
By• �
Print: Gen CellVesident
Title. Senior Vice
SUBSCRIBED TO before me on this 31st day of August . 2023
d t
TERESAL.aOUNOTREE Notary Public in and for thel State of (tik.*wa ,(vw 1(
Not"W. t0 ROB My commission Expires:
0U~ in Now Yat cam,
Aqr Caw+- Ewb" .w 1. =
NOTARY ACKNOWLEDGEMENT
On the 31st day of August 2023, personally appeared
Gustavo Jimenez - .-,,,.who acknowledged to me that (s)he is the Chief Operations
Officer of HSQ Tech Inc. ("Assignee"); --an —mat (s)he executed this document for the
purposes and consideration contained herein.
HSQ Tech Inc.
By:
Print: Gustavo Jimenez
Title: Chief Operations O r r
me on this day of
n 1
Notary Publi in ai the St
My commission Expires:
.2023.
Assicynnlent Paee 2 of3
CONSENT TO ASSIGNMENT
The City of Fort Worth consents to the assignment of HSQ Technology Corp
("Assignor") to HSQ Tech Inc. ("Assignee"), of all its rights, title, and obligation owing and all
funds due or to become due to Assignor under PSK 19634/CSCO 55938 as long as all terms
required of Assignor in said contracts are met by Assignee.
CITY OF FORT WORTH
_C�� f�iu-r)er
ChristnnhPr HarNeL(SPn S_ 7073 16,04 CRT)
Department Director
_19aLLFUdoAc
Dana eurghdoff (Sep M02318:55 CDT)
Assistant City Manager ��4a�nngIl a
aA � FORT�oadP
P F`o 0 o9�1 d
Ovo e=o
ATTESTED BY: °°a* % *�d
1)1-,, .a % i daatz nEXA?o4a
Jannette Goodall, City Secretary
APPROVED AS TO FORM AND LEGALITY.
City of Fort Worth Assistant City Attorney
Conlract Compliance Manager:
Sep 5, 2023
Date
Sep 6, 2023
Date
Sep 7, 2023
Date
By signing I acknowledge that I am the person responsible
for the monitoring and administration of this contract, including ensuring all performance and
reporting requirements.
_ att �7eail Wr'G o,� Sep 5 2023
Patty Jean Mson (Sep 5, 202316:04 CDT)
Employee SignatureiDate
Contract Services Administrator
Title
OFFICIAL RECORD
Assignment CITY SECRETARY
FT. WORTH, TX
State of Delaware
Secretary of State
Division of Corporations
Delivered 08:26 PM 02/10/2023
FILED 08:26 PM 02/10/2023
SR 20230475036 - HeNumber 7293578
CERTIFICATE OF INCORPORATION
OIL
HSQ TECH, INC.
A DELAWARE CORPORATION
The undersigned, a natural person (the "Sole Inc1)rp0r(110r1,), for the purpose of organizing a
corporation to conduct the business and promote the purposes hereinafter stated, under the provisions and
subject to the requirements of the laws of the State of Delaware hereby certifies that:
The name of this corporation is HSQ TECH. INC.
H.
The registered office of the corporation in the State of Delaware shall be 108 W, i 3'�' Street, Suite
100 in the City' of Wih"lington, County of New Castle, State of Delaware 19801. The name of the
Corporation's registered agent at such address is Vcorp Services, LLC.
The purpose of -'this corporation is to engage in any lawful act or activity for which a corporation
may be organized under the Delaware General Corporation Law.
IV.
This corporation is authorized to issue only one class of stock, to be designated Common Stock.
The total number of shares of Common Stock presently authorized is 1,000,000, each having a par value of
$0.0001.
V.
A. The management of the business and the conduct of the affairs of the corporation shall be
vested in its Board of Directors. The number of directors which shall constitute the whole Board of
Directors shall be fixed by the Board of Directors in the manner provided in the Bylaws.
B. Directors shall be elected at each annual meeting of stockholders to hold office until the
next annual meeting. Each director shall hold of "ice either until the expiration of the term for which elected
or appointed and until a successor has been elected and qualified, or until such director's death, resignation
or removal. No decrease in the number of directors constituting the Board of Directors shall shorten the
term of any incumbent director.
C. No person entitled to vote at an election for directors may cumulate votes to which such
person is entitled unless required by applicable law at the time of such election. During such time or times
that applicable law requires cumulative voting, every stockholder entitled to vote at an election for directors
may cumulate such stockholder's votes and give one candidate a number of votes equal to the number of
directors to be elected multiplied by the number of votes to which such stockholder's shares are otherwise
entitled or distribute the stockholder's votes on the same principle among as many candidates as such
stockholder desires. No stockholder, however, shall be entitled to so cumulate such stockholder's votes
unless (A) the names of such candidate or candidates have been placed in nomination prior to the voting
and (B) the stockholder has given notice at the meeting, prior to the voting, of such stockholder's intention
to cumulate such stockholder's votes. If any stockholder has given proper notice to cumulate votes, all
stockholders may cumulate their votes for any candidates who have been properly placed in nomination.
Under cumulative voting, the candidates receiving the highest number of votes, up to the number of
directors to be elected, are elected.
.D. Subject to any limitations imposed by applicable law, the Board of Directors or any director
may be removed from office at any time, with or without cause, by the affirmative vote of the holders of a
majority of the voting power of all then -outstanding shares of capital stock of the corporation entitled to
vote generally at an election of directors.
E. The Board of Directors is expressly empowered to adopt, amend or repeal the Bylaws of
the corporation. The stockholders shall also have power to adopt, amend or repeal the Bylaws of the
corporation; provided, however, that, in addition to any vote of the holders of any class or series of stock
of the corporation required by law or by this Certificate of Incorporation, such action by stockholders shall
require the affirmative vote of the holders of at least a majority of the voting power of all of the then -
outstanding shares of the capital stock of the corporation entitled to vote generally in the election of
directors, voting together as a single class.
F. Unless and except to the extent that the bylaws of the corporation shall so require. the
election of directors of the corporation need not be by written ballot.
V1.
A. The liability of the directors for monetary damages for breach of fiduciary duty as a director
shall be eliminated to the fullest extent under applicable law.
B. To the fullest extent permitted by applicable law, the corporation is authorized to provide
indemnification of (and advancement of expenses to) directors, officers and agents of the corporation (and
any other persons to which applicable law permits the Company to provide indemnification) through Bylaw
provisions, agreements with such agents or other persons, vote of stockholders or disinterested directors or
otherwise in excess of the indemnification and advancement otherwise permitted by such applicable law. if
applicable law is amended after approval by the stockholders of this Article VI to authorize corporate action
further eliminating or limiting the personal liability of directors, then the liability of a director to the
corporation shall be eliminated or limited to the fullest extent permitted by applicable law as so amended.
C. Any repeal or modification of this Article VI shall only be prospective and shall not affect the
rights or protections or increase the liability of any officer or director under this Article VI in effect at the
time of the alleged occurrence of any act or omission to act giving rise to liability or indemnification.
2.
Vlll.
'The corporation reserves the right to amend, alter, change or repeal any provision contained in this
Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred
upon the stockholders herein are granted subject to this reservation.
Vlll.
The name and the mailing address of the Sale Incorporator is as follows:
John S Durkin
1489 W Warm Springs Rd
Ste 110
Henderson, Nevada 89014
jRemainder of this page intentionalty left binttkj
This Certificate has been subscribed as of February 10, 2023 by the undersigned who affirms that
the statements made herein are true and correct.
J HDKIN
Sc rIncporator
000
TECHNOLOGY
Date: 08/01/2023
Attention: All Staff
Subject: HSQ Tech Inc. Company
Team,
HSQ Tech INC.
26227 Research Road Hayward,
California 94545-3725
Phone: (510) 259-1334
Fax: (510) 259-1392
www.hsq.com
As of August 1, 2023, we have now transitioned from HSQ Technology, A Corporation to
HSQ Tech Inc. as a result of the Asset sale from Railworks. HSQ Tech Inc. will maintain all
current and future customer and contract work, HSQ Domain name, logo, contact phone
numbers, emails and maintain same physical address location at 26227 Research Road in
Hayward, Ca.
If you have any further questions regarding this asset sale and name change please address with
me directly.
Respectfully,
Gus Jimenez
Vice President
Chief Operations Officer (COO)
000
TECHNOLOGY
26227 Research Road
Hayward, Ca. 94545
Phone: 510-259-3713
(Direct) Cell: 925-209-8580
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BUILDING THE TECHNOLOGY THAT DRIVES SMARTER SYSTEMS
An Equal Opportunity Employer California Contractor's License 378393
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